0000947871-16-001319.txt : 20160701 0000947871-16-001319.hdr.sgml : 20160701 20160701115615 ACCESSION NUMBER: 0000947871-16-001319 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20160701 DATE AS OF CHANGE: 20160701 GROUP MEMBERS: SAMSARA PROPERTIES LTD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Belmond Ltd. CENTRAL INDEX KEY: 0001115836 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 980223493 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60303 FILM NUMBER: 161745570 BUSINESS ADDRESS: STREET 1: 22 VICTORIA STREET CITY: HAMILTON STATE: D0 ZIP: HM 12 BUSINESS PHONE: 1 441 295 2244 MAIL ADDRESS: STREET 1: 4 BATTLE BRIDGE LANE CITY: LONDON STATE: X0 ZIP: SE1 2HP FORMER COMPANY: FORMER CONFORMED NAME: ORIENT EXPRESS HOTELS LTD DATE OF NAME CHANGE: 20000530 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INDIAN HOTELS CO LTD /FI CENTRAL INDEX KEY: 0000946153 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: MANDLIK ROAD CITY: BOMBAY 400 011 INDIA STATE: K7 SC 13D/A 1 ss1138_sc13da.htm AMENDMENT NO. 8 TO SCHEDULE 13D
    


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No. 8 EXIT FILING)*
 
Belmond Ltd.

(Name of Issuer)
 
 
Class A Common Shares

(Title of Class of Securities)
 
 
G67743107

(CUSIP Number)
 
Mr. Beejal Desai
Vice President – Legal & Company Secretary
The Indian Hotels Company Limited
Ninth Floor, Express Towers
Barrister Rajni Patel Marg
Nariman Point, Mumbai 400 021, India
+91 22 6137 1602

(Name, Address and Telephone Number of Person Authorized
 to Receive Notices and Communications)
 
with a copy to:
  
Stephen M. Besen
Shearman & Sterling LLP
599 Lexington Avenue
New York, NY 10022-6069
(212) 848-4000
  
June 30, 2016

  (Date of Event Which Requires Filing of this Statement)
  
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  o
 
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 


 
 
 
 
    
SCHEDULE 13D
 
CUSIP No.  G67743107
 
Page 2 of 7 Pages
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  
The Indian Hotels Company Limited
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x
 
 
 
3
SEC USE ONLY
  
  
4
SOURCE OF FUNDS (See Instructions)
  
N/A
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
  
  
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
  
Republic of India
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
  
0
8
SHARED VOTING POWER
   
444,287 Class A Common Shares
9
SOLE DISPOSITIVE POWER
   
0
10
SHARED DISPOSITIVE POWER
   
444,287 Class A Common Shares
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
444,287 Class A Common Shares
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
  
  
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  
0.438%
14
TYPE OF REPORTING PERSON (See Instructions)
    
HC
  
 
Page 2 of 7

 
  
SCHEDULE 13D
 
CUSIP No.  G67743107
 
Page 3 of 7 Pages
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
Samsara Properties Limited
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x
 
 
 
3
SEC USE ONLY
   
   
4
SOURCE OF FUNDS (See Instructions)
   
N/A
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
    
    
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
   
British Virgin Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
   
0
8
SHARED VOTING POWER
    
444,287 Class A Common Shares
9
SOLE DISPOSITIVE POWER
   
0
10
SHARED DISPOSITIVE POWER
   
444,287 Class A Common Shares
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
    
444,287 Class A Common Shares
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
   
   
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
    
0.438%
14
TYPE OF REPORTING PERSON (See Instructions)
   
CO
 
 
 
Page 3 of 7

 
   
Item 1.
Security and Issuer.
 
This Amendment No. 8 to Schedule 13D (this “Amendment”) amends and supplements the statement on Schedule 13D filed on September 17, 2007, as amended by Amendment No. 1 filed on December 7, 2007, Amendment No. 2 filed on December 19, 2007, Amendment No. 3 filed on April 29, 2009, Amendment No. 4 filed on October 18, 2012, Amendment No. 5 filed on October 26, 2012, Amendment No. 6 filed on November 8, 2013 and Amendment No. 7 filed on February 22, 2016 (collectively, the “Schedule 13D”), with the Securities and Exchange Commission, by The Indian Hotels Company Limited (“Indian Hotels”) and Samsara Properties Limited (“Samsara” and, together with Indian Hotels, the “Reporting Persons”), relating to the Class A common shares, par value $0.01 per share (the “Shares”), of Belmond Ltd., a company organized under the laws of Bermuda (the “Company”).  This Amendment is the final amendment to the Schedule 13D and is an exit filing for the Reporting Persons.
 
Item 5. 
Purpose of Transaction
 
Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

 
a.
The responses of Indian Hotels and Samsara to Rows (7) through (13) of the cover pages of this Schedule 13D are hereby incorporated by reference in this Item 5.

 
b.
The responses of Indian Hotels and Samsara to Rows (7) through (13) of the cover pages of this Schedule 13D are hereby incorporated by reference in this Item 5.

 
c.
The transactions in the Shares effected during the past 60 days by the Reporting Persons are set forth below:

Date of the Transaction
Number of Shares Sold
Price per Share ($)
Type of the Transaction
June 30, 2016
4,975,000
9.6000
Off-market transaction
June 30, 2016
200,000
9.8251
Market transaction

 
d.
To the best knowledge of Indian Hotels and Samsara, no other person has the  right to receive or the power to direct the receipt of proceeds from the sale of the Shares that were beneficially owned by Indian Hotels and Samsara prior to the date hereof.

 
e.
The Reporting Persons ceased to be the beneficial owners of 5% of Class A Common Shares of the Issuer on June 30, 2016.
 
 
Page 4 of 7

 
 
Item 7. 
Material to Be Filed as Exhibits.
 
Exhibit No.
Description
   
A
Joint Filing Agreement, dated July 1, 2016, among The Indian Hotels Company Limited and Samsara Properties Limited

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Page 5 of 7

 
  
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
  
Dated:
  
July 1, 2016
THE INDIAN HOTELS COMPANY LIMITED  
         
         
  By:  /s/ Anil P. Goel  
    Name:
Anil P. Goel
 
    Title:
Executive Director - Finance
 
         
    
  SAMSARA PROPERTIES LIMITED  
         
         
  By:  /s/ R. H. Parekh  
    Name:
R. H. Parekh
 
    Title:
Director
 
         
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Page 6 of 7

 
  
EXHIBIT INDEX
 
 
Exhibit No.
Description
   
A
Joint Filing Agreement, dated July 1, 2016, among The Indian Hotels Company Limited and Samsara Properties Limited

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Page 7 of 7


 
EX-99.A 2 ss1138_ex99a.htm JOINT FILING AGREEMENT
  
Exhibit A
 

 
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(l)
 
This agreement is made pursuant to Rule 13d-1(k)(l) under the Securities Exchange Act of 1934, as amended (the “Act”) by and among the parties listed below, each referred to herein in as a “Joint Filer.”  The Joint Filers agree that a statement of beneficial ownership as required by Section 13(d) of the Act and the Rules thereunder may be filed on each of their behalf on Schedule 13D, and that said joint filing may thereafter be amended by further joint filings.  The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1.  This agreement may be executed in counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument.
 
Dated:

July 1, 2016
 
THE INDIAN HOTELS COMPANY LIMITED  
         
         
  By:  /s/ Anil P. Goel  
    Name:
Anil P. Goel
 
    Title:
Executive Director – Finance
 
         
  
  SAMSARA PROPERTIES LIMITED  
         
         
  By:  /s/ R.H. Parekh  
    Name:
R.H. Parekh
 
    Title:
Director